Board committees

The Board of Directors of Verkkokauppa.com Plc has established three board committees for the preparation of board matters. The board committees are Audit Committee, Nomination and Remuneration Committee and Strategy Committee.

At its constitutive meeting after the Annual General Meeting, the Board of Directors elects the members of these committees from among the Board members.

The Board of Directors has confirmed written charters for the committees. The committees report to the Board of Directors.

The Audit Committee

The Audit Committee shall prepare the monitoring and supervision duties of the board in matters related to the Company's financial reporting, efficiency of internal control and audit and risk management function and the independence of the Company's auditor.

The Audit Committee comprises a Committee Chairman and at least two additional members appointed by the Board of Directors. The majority of the members of the Audit Committee shall be independent of the Company, and at least one member shall also be independent of the Company’s major shareholders. The Audit Committee meets at least four times a year. The Committee consists of board members Kai Seikku (Chairman), Christoffer Häggblom, Samuli Seppälä and Arja Talma. The majority of the members of the Audit Committee are independent of the Company and the Company’s significant shareholders. Qualification requirements regarding the members of the committee have been taken into consideration when appointing the members.

The Nomination and Remuneration Committee

The Nomination and Remuneration Committee shall ensure the efficient preparation of nomination and remuneration matters in relation to board members, the chief executive officer and the other senior members of executive management.

The Nomination and Remuneration Committee comprises a Committee Chairman and at least two additional members appointed by the Board of Directors. The majority of the members of the Nomination and Remuneration Committee shall be independent of the Company and the Chief Executive Officer or other executives of the Company shall not be appointed to the Committee. The Committee consists of board members Christoffer Häggblom (Chairman), Samuli Seppälä and Kai Seikku. The majority of the members of the Nomination and Remuneration Committee are independent of the Company and the Company’s significant shareholders. Qualification requirements regarding the members of the committee have been taken into consideration when appointing the members.

The Strategy Committee

The Strategy Committee shall assist the Board with matters relating to the strategy of the Company, including also strategic level considerations in relation to the Company's IT issues and its retail operations.

The Strategy Committee comprises a Committee Chairman and at least two additional members appointed by the Board of Directors. The Committee consists of board members Samuli Seppälä (Chairman), Christoffer Häggblom, Robert Burén and Mikael Hagman. Qualification requirements regarding the members of the committee have been taken into consideration when appointing the members.

Any remuneration payable to the members of the board committees is decided by the Company's annual general meeting.

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